Hang Huo Investment v Wong Pheng Cheong: Fixing Receiver's Remuneration Under IRDA
In Hang Huo Investment Pte Ltd v Wong Pheng Cheong Martin, the High Court of Singapore addressed an application by Hang Huo Investment Pte Ltd to fix the remuneration of Mr. Wong Pheng Cheong Martin, who was appointed as receiver and manager. The court determined that special circumstances existed, justifying an order for the respondent to account for excess remuneration already paid. Ultimately, the court fixed the respondent's remuneration at $725,000 and ordered him to account for the excess amount, as well as the GST paid on that amount.
1. Case Overview
1.1 Court
General Division of the High Court1.2 Outcome
The court fixed the remuneration of the respondent and ordered him to account to the applicant for the excess amount.
1.3 Case Type
Insolvency
1.4 Judgment Type
Judgment
1.5 Jurisdiction
Singapore
1.6 Description
Singapore court fixes the remuneration of a receiver and manager under the Insolvency, Restructuring and Dissolution Act 2018.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Hang Huo Investment Pte Ltd | Applicant | Corporation | Application allowed in part | Partial | Audrey Chiang, Alwyn Tan, Santhosh V |
| Wong Pheng Cheong Martin | Respondent | Individual | Order to account for excess remuneration | Lost | Ng Yeow Khoon, Claudia Khoo, Fiona Tham |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Kristy Tan | Judicial Commissioner | Yes |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Audrey Chiang | Dentons Rodyk & Davidson LLP |
| Alwyn Tan | Dentons Rodyk & Davidson LLP |
| Santhosh V | Dentons Rodyk & Davidson LLP |
| Ng Yeow Khoon | Shook Lin & Bok LLP |
| Claudia Khoo | Shook Lin & Bok LLP |
| Fiona Tham | Shook Lin & Bok LLP |
4. Facts
- Hang Huo Investment Pte Ltd applied to fix the remuneration of Wong Pheng Cheong Martin, appointed as receiver and manager.
- Wong Pheng Cheong Martin charged $1,358,142.50 for professional services.
- Hang Huo Investment Pte Ltd made full payment of the FTI Invoice.
- The main task was to organize a sale of property by public tender.
- The Respondent's appointment did not entail operating Link Hotel.
- The Applicant filed OA 633 before making full payment of the sums stated in the Redemption Statement.
5. Formal Citations
- Hang Huo Investment Pte Ltd v Wong Pheng Cheong Martin, Originating Application No 633 of 2023, [2024] SGHC 32
6. Timeline
| Date | Event |
|---|---|
| Debenture executed | |
| Mortgage executed | |
| Mortgage executed | |
| Insolvency, Restructuring and Dissolution Act 2018 enacted | |
| Respondent appointed as receiver and manager | |
| Tender exercise began | |
| Applicant's redemption notice served on DBS | |
| FTI Invoice dated | |
| OA 633 filed | |
| Applicant made full payment of FTI Invoice | |
| Respondent discharged from appointments | |
| DR sent SLB a letter requesting an itemised bill from the Respondent | |
| Applicant served OA 633 on the Respondent | |
| First OA 633 hearing | |
| Judgment reserved | |
| Judgment issued |
7. Legal Issues
- Fixing of Remuneration
- Outcome: The court fixed the respondent's remuneration at $725,000.
- Category: Substantive
- Sub-Issues:
- Excessive fees
- Reasonableness of fees
- Justification of fees
- Special Circumstances
- Outcome: The court found that special circumstances existed, making it proper to order the Respondent to account for excess paid remuneration.
- Category: Procedural
- Sub-Issues:
- Requirement to show special circumstances
- Fairness to receiver/manager
- Burden of Proof
- Outcome: The court held that the Respondent bears the burden of justifying his remuneration.
- Category: Procedural
- Sub-Issues:
- Duty to account
- Agency relationship
8. Remedies Sought
- Order to fix remuneration
- Order for account of excess monies paid
9. Cause of Actions
- Application to fix remuneration of receiver and manager
10. Practice Areas
- Corporate Restructuring
- Commercial Litigation
11. Industries
- Hospitality
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Tan Yong San v Neo Kok Eng and others | High Court | Yes | [2011] SGHC 30 | Singapore | Cited for the definition of 'acquiescence'. |
| Genelabs Diagnostics Pte Ltd v Institut Pasteur | N/A | Yes | [2000] 3 SLR(R) 530 | Singapore | Cited for the definition of 'acquiescence'. |
| Vedalease Ltd v Averti Developments Ltd and another | N/A | Yes | [2007] 2 EGLR 125 | N/A | Cited for the principle that where a receiver is appointed under statutory power, only the statutory remuneration can be imposed. |
| Kao Chai-Chau Linda v Fong Wai Lyn Carolyn and others | N/A | Yes | [2016] 1 SLR 21 | Singapore | Cited for the principles and approach the court will apply in determining the appropriate level of remuneration of insolvency practitioners. |
| Re Greycaine, Ltd. | N/A | Yes | [1946] 2 All ER 30 | N/A | Cited for the principle that s 309 of the Companies Act 1929 only allowed the court to fix the remuneration of receivers as from the date of its order. |
| In re Potters Oils Ltd | N/A | Yes | [1986] 1 WLR 201 | N/A | Cited for the effect of s 371 of the 1948 Act was to give the court power to interfere retrospectively with the contractual rights of the receiver and mortgagee. |
| Smiths Ltd v Middleton | N/A | Yes | [1979] 3 All ER 842 | N/A | Cited for the principle that a receiver appointed as the company's agent is an accountable party. |
| Expo International Pty Ltd (in liq) & Anor v Chant & Ors | N/A | Yes | [1979] 4 ACLR 679 | N/A | Cited for the principle that a receiver appointed under deed as the mortgagor’s agent has certain duties towards the mortgagor, including to account to the mortgagor after the mortgagee’s security has been discharged. |
| Re Econ Corp Ltd (in provisional liquidation) | N/A | Yes | [2004] 2 SLR(R) 264 | Singapore | Cited for the principles and approach the court will apply in determining the appropriate level of remuneration of insolvency practitioners. |
| Liquidators of Dovechem Holdings Pte Ltd v Dovechem Holdings Pte Ltd (in compulsory liquidation) | N/A | Yes | [2015] 4 SLR 955 | Singapore | Cited for the principles and approach the court will apply in determining the appropriate level of remuneration of insolvency practitioners. |
| Tan Cheng Bock v Attorney-General | N/A | Yes | [2017] 2 SLR 850 | Singapore | Cited for the purposive approach to statutory interpretation. |
| Sports Connection Pte Ltd v Asia Law Corp and another | N/A | Yes | [2010] 4 SLR 590 | Singapore | Cited for the principle that an allegation of overcharging by reference to the quantum of the total fees was generally not sufficient to amount to special circumstances per se under s 122 of the Legal Profession Act. |
| Kosui Singapore Pte Ltd v Thangavelu | N/A | Yes | [2015] 5 SLR 722 | Singapore | Cited for the principle that special circumstances must, in some rational way, address the fundamental question posed by s 122 of the Legal Profession Act. |
| Koh Kim Teck v Shook Lin & Bok LLP | N/A | Yes | [2021] 1 SLR 596 | Singapore | Cited for the principle that there was no rigid rule as to what kind of circumstances were sufficiently special to justify taxation of a solicitor’s bill under s 122 of the Legal Profession Act. |
| Loganathan Ravishankar v ACIES Law Corp | High Court | Yes | [2022] SGHC 135 | Singapore | Cited for the principle that one of the special circumstances found by the court was that given the quantum of the bills and the nature of the work done, the bills appeared excessive unless explained under s 122 of the Legal Profession Act. |
| Marisol Llenos Foley v Harry Elias Partnership LLP | N/A | Yes | [2022] 3 SLR 585 | Singapore | Cited for the special circumstances that warranted taxation even after bills were paid under s 122 of the Legal Profession Act. |
| Salaya Kalairani (legal representative of the estate of Tey Siew Choon, deceased) and another v Appangam Govindhasamy (legal representative of the estate of T Govindasamy, deceased) and others and another appeal | High Court | Yes | [2023] SGHC(A) 40 | Singapore | Cited for the requirements to establish an equitable or promissory estoppel. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Insolvency, Restructuring and Dissolution Act 2018 | Singapore |
| s 78(1)(a) of the Insolvency, Restructuring and Dissolution Act 2018 | Singapore |
| s 78(2)(c) of the Insolvency, Restructuring and Dissolution Act 2018 | Singapore |
| s 78(3) of the Insolvency, Restructuring and Dissolution Act 2018 | Singapore |
| Conveyancing and Law of Property Act 1886 | Singapore |
| ss 24(1) and 29(1) of the Conveyancing and Law of Property Act 1886 | Singapore |
| s 29(6) of the Conveyancing and Law of Property Act 1886 | Singapore |
| Legal Profession Act 1966 | Singapore |
| s 122 of the Legal Profession Act 1966 | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Receiver
- Manager
- Remuneration
- Insolvency
- Liquidation
- Debenture
- Mortgage
- Special circumstances
- Accounting
- Insolvency, Restructuring and Dissolution Act 2018
- FTI Invoice
15.2 Keywords
- Insolvency
- Receiver
- Manager
- Remuneration
- Singapore
- High Court
- IRDA
- Insolvency, Restructuring and Dissolution Act
16. Subjects
- Insolvency
- Receivership
- Corporate Law
- Civil Procedure
17. Areas of Law
- Insolvency Law
- Statutory Interpretation
- Companies Law